SIERRA BANCORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14A-12

SIERRA BANCORP

(Name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
☒ No fee required

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 21, 2025

TO THE SHAREHOLDERS OF SIERRA BANCORP:

The Annual Meeting of Shareholders (the “Meeting”) of Sierra Bancorp will be held in person at Bank of the Sierra’s Sitec Annex Building at 61 North Second Street, Porterville, California 93257, at 9:00 a.m. on Wednesday, May 21, 2025. There will be no online participation in the meeting offered during 2025.

At the annual meeting, you will be asked to consider and vote on the following matters:

Election of Directors. To elect the following five (5) persons listed below as Class II directors to serve until their successors are elected and qualified:

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Class II
Albert L. Berra		Julie G. Castle
Vonn R. Christenson		Laurence S. Dutto
Ermina Karim

Ratification of Appointment of Independent Accountants. To ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2025.

Advisory Vote on Executive Compensation. To approve, on an advisory and non-binding basis, the compensation paid to the Company’s Named Executive Officers.

To transact such other business as may properly come before the Meeting and any and all adjournments thereof.

The Board of Directors recommends that you vote “FOR” the election of the above nominees, and “FOR” Proposals 2 through 3.

Important Notice Regarding the Availability of Proxy Materials: On or about April 8, 2025, we mailed to our shareholders a Notice Regarding the Availability of Proxy Materials, or the Notice, containing instructions for how to access our Proxy Statement for the Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. As described in the Notice, the Proxy Statement and 2024 Annual Report can be accessed by visiting www.ProxyVote.com and using the control number located on the Notice. The Notice also provides instructions on how to vote your shares electronically at the Annual Meeting, by internet or by telephone, as well as how to receive a paper copy of the Proxy Statement and 2024 Annual Report and vote your shares by mail using a proxy card.

Only shareholders of record at the close of business on March 24, 2025, are entitled to notice of and to vote at the annual meeting. Whether you plan to attend the Annual Meeting or not, please sign, date, and return the enclosed proxy card in the postage paid envelope provided, or vote your shares electronically or by telephone, so that as many shares as possible may be represented. The vote of every shareholder is important, and we appreciate your cooperation in returning your executed proxy promptly. Each proxy is revocable and will not affect your right to vote in person if you attend the Annual Meeting. If you hold your shares in certificate or registered book entry form and attend the Meeting, you may simply revoke your previously submitted proxy and vote your shares at that time. If your shares are

held by a broker or otherwise not registered in your name, you will need additional documentation from your record holder to vote your shares personally at the Meeting. If you hold your shares in certificate or registered book entry form, please indicate on the proxy whether or not you expect to attend.

We appreciate your continuing support and look forward to seeing you at the Annual Meeting.


DATED: April 8, 2025	By Order of the Board of Directors

	Alexandra Blazar
	Secretary

SIERRA BANCORP

86 North Main Street

Porterville, California 93257

(559) 782-4900

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 21, 2025

INTRODUCTION

General

This Proxy Statement is furnished in connection with the solicitation of proxies for use at the Annual Meeting of Shareholders (the “Meeting”) of Sierra Bancorp (the “Company”), to be held in person at Bank of the Sierra’s Sitec Annex Building at 61 North Second Street, Porterville, California, at 9:00 a.m. on Wednesday, May 21, 2025, and at any and all adjournments thereof.

We first made this Proxy Statement and accompanying Notice available to shareholders on approximately April 8, 2025.

The matters to be considered and voted upon at the Meeting will be:

Election of Directors. To elect the following five (5) persons listed below as Class II directors to serve until their successors are elected and qualified:

	ccc

Class II
Albert L. Berra		Julie G. Castle
Vonn R. Christenson		Laurence S. Dutto
Ermina Karim

Ratification of Appointment of Independent Accountants. To ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2025.

Advisory Vote on Executive Compensation. To approve, on an advisory and non-binding basis, the compensation paid to the Company’s Named Executive Officers.

To transact such other business as may properly come before the Meeting and any and all adjournments thereof.

Notice of Internet Availability of Proxy Materials

In accordance with SEC rules and regulations, we have elected to furnish our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, primarily via the Internet. Accordingly, on or about April 8, 2025, we mailed to our shareholders a “Notice Regarding the Availability of Proxy Materials," or the Notice, that contains instructions on how to access our proxy materials on the internet, how to vote on the proposals to be voted upon at the Annual Meeting, and how to request paper copies of this Proxy Statement and the 2024 Annual Report. Shareholders may request to receive all future proxy materials from us in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage shareholders to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact of our annual shareholder meetings and to reduce our costs.

Revocability of Proxies

A Proxy for use at the Meeting is provided with this Proxy Statement. Any shareholder who executes and delivers such Proxy has the right to revoke it at any time before it is exercised by filing with the Secretary of the Company an instrument revoking it or a duly executed proxy bearing a later date, or by attending the Meeting and voting in person. (Any shareholder who holds shares in certificate or registered book entry form and attends the Meeting may simply revoke his or her previously submitted proxy and vote their shares at that time. Shareholders whose shares are held by a broker or are otherwise not registered in their own names will need additional documentation from their record holder to vote any shares personally at the Meeting.) Subject to such revocation, all shares represented by a properly executed Proxy received in time for the Meeting will be voted by the proxy holders whose names are set forth in the accompanying Proxy in accordance with the instructions on the Proxy. If no instruction is specified with respect to a matter to be acted upon, the shares represented by the Proxy will be voted “FOR” the election of the nominees for directors set forth herein, “FOR” Proposals 2 and 3, and, if any other business is properly presented at the Meeting, in accordance with the recommendations of the Board of Directors.

Solicitation of Proxies

The solicitation of the Proxy accompanying this Proxy Statement is made by our Board of Directors, and we will bear the costs of such solicitation, including preparation, printing and mailing costs. The proxies will be solicited principally through the mail, but our officers, directors and regular employees may solicit proxies personally or by telephone. Arrangements will be made with brokerage firms and other custodians, nominees and fiduciaries to forward these proxy solicitation materials to shareholders whose stock in the Company is held of record by such entities, and we will reimburse such brokerage firms, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith.

VOTING SECURITIES

There were 13,829,551 shares of the Company’s common stock issued and outstanding on March 24, 2025, which has been set as the record date for the purpose of determining the shareholders entitled to notice of and to vote at the Meeting. The presence, in person or by proxy, of at least a majority of the total number of outstanding shares of our common stock is necessary to constitute a quorum at the Meeting for the transaction of business. Abstentions and broker non-votes are each included in the determination of the number of shares present for determining a quorum but are not counted on any matters brought before the Meeting.

Each shareholder is entitled to one vote on each proposal per share of common stock held as of the record date. Shareholders do not have cumulative voting rights in connection with the election of directors. The election of five Class II directors to serve until the 2027 Annual Meeting of Shareholders, requires approval by a “plurality” of the votes cast by the shares of common stock entitled to vote in the election. This means that the five nominees who receive the highest number of properly cast votes will be elected as directors even if those nominees do not receive a majority of the votes cast. Shares represented by proxies that are marked with instructions to “withhold authority” for the election of one or

more director nominees or that are not voted (whether by abstention, broker non-vote or otherwise) will not be counted in determining the number of votes cast for those persons.

For all other matters, including the ratification of the appointment of our accountants and the advisory vote on executive compensation, a majority of votes cast shall decide the outcome of each matter submitted to the shareholders at the Meeting. Abstentions will be included in the vote totals and, as such, will have the same effect on proposals as a negative vote. Broker non-votes (i.e., the submission of a proxy by a broker or nominee specifically indicating the lack of discretionary authority to vote on the matter), if any, will not be included in vote totals and, as such, will have no effect on any proposal.

PROPOSAL 1

ELECTION OF DIRECTORS

Our Bylaws currently provide that the number of directors shall not be fewer than seven nor more than thirteen until changed by a bylaw amendment duly adopted by the vote or written consent of our shareholders. The Bylaws further provide that the exact number of directors shall be fixed from time to time, within the foregoing range, by a bylaw or amendment thereof or by a resolution duly adopted by the vote or written consent of our shareholders or by our Board of Directors. The exact number of directors is presently fixed at eleven.

Pursuant to the Company’s Articles of Incorporation, the Board of Directors is divided into two classes, designated Classes I and II. The directors serve staggered two-year terms, so that directors of only one class are elected at each Annual Meeting of Shareholders. At the Meeting, shareholders will be asked to elect the following Class II directors for an additional term of two years to serve until 2027 and their successors are elected and have qualified:


Albert L. Berra		Julie G. Castle
Vonn R. Christenson		Laurence S. Dutto
Ermina Karim

Since shareholders do not have cumulative voting rights in the election of directors, a plurality of the votes cast is required for the election of directors. See “VOTING SECURITIES” above. In the event that any of the nominees should be unable to serve as a director, it is intended that the Proxy will be voted for the election of such substitute nominee, if any, as shall be designated by the Board of Directors. Management has no reason to believe that any nominee will become unavailable.

Board of Directors’ Recommendation

Your Board of Directors unanimously recommends a vote “FOR”

each of the nominees listed in this proxy statement.

The following table sets forth information as of March 24, 2025, with respect to (i) each of the persons nominated by the Board of Directors for election as directors, all of whom are also current directors of the Company, (ii) each of our directors and executive officers, and (iii) our directors and executive officers as a group. Additional information concerning the experience and qualifications of the Company’s directors appears below under “CORPORATE GOVERNANCE – Director Nomination Procedures, Qualifications and Related Matters.”


				Common Stock Beneficially Owned on March 24, 2025
Name, Address and Offices Held with the Company¹	Principal Occupation for the Past Five Years²	Age	Term to Expire/ Director Since	Number of Shares³		Vested Option Shares⁴	Percentage of Shares Outstanding⁵
Morris A. Tharp Chairman of the Board	President and Owner, E.M. Tharp, Inc. (Truck Sales and Repair)	85	2026/ 2000 (1977)⁶	447,569	⁷	20,000	3.38	%
Albert L. Berra⁸ Director	Rancher/Retired Orthodontist⁹ (Owner, Berra Farms)	84	2025/ 2000 (1977)⁶	274,370	¹⁰	25,000	2.16	%
Vonn R. Christenson Director	Partner, Christenson Law Firm	45	2025/ 2016	10,169	¹¹	20,000	0.22	%
Laurence S. Dutto⁸Director	Retired (formerly Provost, College of the Sequoias)	77	2025/ 2016	15,064	¹²	20,000	0.25	%
Michele M. Gil Director	Managing Partner and Major Equity Owner Chrisman and Company Executive Search Firm	52	2026/ 2022	9,750	¹³	—	0.07	%
James C. Holly Vice Chairman of the Board	Retired Banker (formerly Chief Executive Officer, Bank of the Sierra and Sierra Bancorp)¹⁴	84	2026/ 2000 (1977)⁶	353,064	¹⁵	25,000	2.73	%
Ermina Karim Director	Vice President of Lending Guaranteed Rate Consultant CEO San Luis Obispo Chamber of Commerce	51	2025/ 2022	5,257	¹⁶	—	0.04	%
Kevin J. McPhaill President, Chief Executive Officer and Director	President and Chief Executive Officer, Bank of the Sierra and Sierra Bancorp	52	2026/ 2015	87,378	¹⁷	20,000	0.78	%
Lynda B. Scearcy Director	Retired Tax Professional¹⁸	79	2026/ 2007	43,977	¹⁹	25,000	0.50	%
Susan M. Abundis Director	Retired Chief Operating Officer, California Health Sciences University Retired Banker, Bank of the West²⁰	70	2026/ 2020	8,758	²¹	—	0.06	%
Julie G. Castle Director	Retired Banker, Rabobank N.A.²²	63	2025/ 2020	10,518	²³	—	0.08	%
Christopher G. Treece Executive Vice President and Chief Financial Officer	Executive Vice President and Chief Financial Officer, Bank of the Sierra and Sierra Bancorp²⁴	56	n/a	38,831	²⁵	20,000	0.43	%
Hugh F. Boyle Executive Vice President and Chief Credit Officer	Executive Vice President and Chief Credit Officer, Bank of the Sierra and Sierra Bancorp²⁶	65	n/a	33,296	²⁷	—	0.24	%
Michael W. Olague Executive Vice President and Chief Banking Officer	Executive Vice President and Chief Banking Officer, Bank of the Sierra and Sierra Bancorp	69	n/a	39,580	²⁸	5,593	0.33	%
Natalia Coen Executive Vice President and Chief Risk Officer	Executive Vice President and Chief Risk Officer, Bank of the Sierra and Sierra Bancorp²⁹	57	n/a	24,477	³⁰	—	0.18	%
Cindy Dabney Senior Vice President and Chief Accounting Officer	Senior Vice President and Chief Accounting Officer Bank of the Sierra and Sierra Bancorp³¹	66	n/a	8,060	³²	4,000	0.09	%
Matthew Dusi Senior Vice President Head of Commercial Banking	Senior Vice President Head of Commercial Banking, Bank of the Sierra³³	49	n/a	8,767	³⁴	-	0.06	%
Directors and Executive Officers as a Group (17 persons)				1,418,885		184,593	11.59	%

1	All offices held apply to both Bank of the Sierra and Sierra Bancorp. The business address of each of the executive officers and directors is 86 North Main Street, Porterville, California 93257.

2	None of the companies listed in this column or in related footnotes, other than Bank of the Sierra, are affiliates of Sierra Bancorp. All positions listed have been held for a period of at least five years unless otherwise indicated in the notes.

Except as otherwise noted, may include shares held by or with such person’s spouse (except where legally separated) and minor children, and by any other relative of such person who has the same home; shares held in “street name” for the benefit of such person; shares held by a family trust as to which such person is a trustee and primary beneficiary with sole voting and investment power (or shared power with a spouse); or shares held in an Individual Retirement Account or pension plan as to which such person is the sole beneficiary and has pass-through voting rights and dispositive power.

4	Represents option shares which are vested or will vest within 60 days of March 24, 2025, pursuant to the Company’s Stock Incentive Plan. See “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION – Outstanding Equity Awards at Fiscal Year End” and “– Compensation of Directors.”

This percentage is based on the total number of shares of the Company's common stock outstanding, plus the numbers of option shares for the applicable individual, or for the directors and executive officers collectively, which are vested or will vest within 60 days of March 24, 2025 pursuant to the Company’s Stock Incentive Plan. See “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION – Outstanding Equity Awards at Fiscal Year End” and “ – Compensation of Directors.”

6	Year first elected or appointed a director of Bank of the Sierra (if different).

7	Includes 1,261 shares of restricted stock subject to time-based vesting conditions; 18,115 shares held by Mr. Tharp as trustee for the grandchildren of another director of the Company, as to which shares Mr. Tharp has sole voting but no dispositive power.

8	Dr. Berra and Dr. Dutto are first cousins.

9	Dr. Berra owned and operated Albert L. Berra, DDS, an orthodontic practice in Porterville, until he retired and sold his practice in 2014.

Includes 1,261 shares of restricted stock subject to time-based vesting conditions; 80,704 shares held by Berra Investments, a limited partnership in which Dr. Berra is general partner; 22,036 shares held by the Albert L. Berra, DDS Profit Sharing Plan, of which Dr. Berra is trustee, as to all of which shares he has sole voting and dispositive power; and 19,093 shares held in the estate of Linda Berra, spouse, as separate property.

11	Includes 1,261 shares of restricted stock subject to time-based vesting conditions; and 286 shares owned by his spouse.

12	Includes 1,261 shares of restricted stock subject to time-based vesting conditions and 500 shares owned by his spouse.

13	Includes 1,261 shares of restricted stock subject to time-based vesting conditions and 2,000 shares held by Chrisman and Associates, LLC, of which Ms. Gil is Managing Partner and Majority Owner.

Mr. Holly served as President and Chief Executive Officer of the Bank and the Company from their inceptions in 1977 and 2000, respectively, until January 1, 2014, when Mr. McPhaill was appointed President and Chief Operating Officer of both entities. Mr. Holly continued to serve as Chief Executive Officer of both entities from January 1, 2014, until he retired on March 31, 2015. He was appointed Vice Chairman of the Board effective April 1, 2015.

15	Includes 1,261 shares of restricted stock subject to time-based vesting conditions and 30,000 shares held by Holly Farms, L.P., a limited partnership of which Mr. Holly is a general partner, as to which shares he has sole voting power and shared dispositive power.

16	Includes 1,261 shares of restricted stock subject to time-based vesting conditions.

17	Includes 21,040 shares of restricted stock subject to time-based vesting conditions and 26,736 shares of restricted stock subject to performance-based vesting conditions.

18	Ms. Scearcy retired as a tax professional/CPA at McKinley Scearcy Associates, an H&R Block Company, in September 2017.

19	Includes 1,261 shares of restricted stock subject to time-based vesting conditions and 50 shares held by a special needs trust of which Ms. Scearcy is successor trustee, as to which shares she has sole voting and dispositive power.

20	Ms. Abundis most recently served as Chief Operating Officer at California Health Sciences University in Clovis.

21	Includes 1,261 shares of restricted stock subject to time-based vesting conditions.

22	Ms. Castle retired as President & Chief Banking Officer at Rabobank N.A in 2019.

23	Includes 1,261 shares of restricted stock subject to time-based vesting conditions.

24	Mr. Treece was appointed Executive Vice President and Chief Financial Officer of the Bank and the Company effective January 1, 2020.

25	Includes 12,876 shares of restricted stock subject to time-based vesting conditions and 13,721 shares of restricted stock subject to performance-based vesting conditions.

Mr. Boyle joined the Company on December 14, 2020, and was appointed Executive Vice President and Chief Credit Officer of the Bank and the Company as of that date. Prior to joining the Bank and the Company, Mr. Boyle served as Chief Credit Officer and Chief Risk Officer for Banc of California in Santa Ana from 2013 to 2019.

27	Includes 11,221 shares of restricted stock subject to time-based vesting conditions and 12,651 shares of restricted stock subject to performance-based vesting conditions.

28	Includes 11,812 shares of restricted stock subject to time-based vesting conditions and 14,785 shares of restricted stock subject to performance-based vesting conditions.

Ms. Coen was appointed Executive Vice President and Chief Risk Officer of the Bank and the Company effective September 20, 2023. Previously, she served as Chief Risk and Chief Compliance Officer at Gateway First Bank in Jenks Oklahoma from 2022 to 2023 and as Chief Compliance Officer at Gateway First Bank since 2019.

30	Includes 20,805 shares of restricted stock subject to time-based vesting conditions and 1,281 shares of restricted stock subject to performance-based vesting conditions.

31	Ms. Dabney was appointed Senior Vice President and Chief Accounting Officer of the Bank and the Company effective January 1, 2020. She joined the Bank in June 1998.

32	Includes 1,047 shares of restricted stock subject to time-based vesting conditions.

Mr. Dusi was appointed Head of Commercial Banking of the Bank and the Company effective February 15, 2024. He previously served as Market President – Agricultural Lending for the Bank and Company from November 2021 through February of 2024. Prior to joining Bank of the Sierra, he served as Senior Vice President/Sector Manager for Wells Fargo in their Ag Industries Group from April of 2016 to November of 2021.

34	Includes 4,652 shares of restricted stock subject to time-based vesting conditions.

CORPORATE GOVERNANCE

General

The Board of Directors believes that it is important to encourage the highest level of corporate ethics and responsibility and has fully implemented the corporate governance requirements of Nasdaq and the Securities and Exchange Commission (the “SEC”).

Code of Ethics

We have adopted a Code of Ethics and Conduct which applies to all of our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Code of Ethics and Conduct requires that our directors, officers, and employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interests. Under the terms of the Code of Ethics and Conduct, directors, officers, and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Ethics. The Code of Ethics and Conduct may be found on our website, “www.sierrabancorp.com” under the topic “Governance Documents.” We intend to post notice of any waiver from, or amendment to, any provision of our Code of Ethics and conduct on this website.

Procedures for Reporting Concerns about Accounting, Internal Accounting Controls or Auditing Matters

As a mechanism to encourage compliance with the Code of Ethics, we have established procedures for (i) receiving, retaining and addressing complaints regarding accounting, internal accounting controls or auditing matters; (ii) allowing employees to anonymously report any problems they may detect with respect to such matters; and (iii) reporting any suspected violations of the Code or of law. The Code of Ethics also prohibits the Company from retaliating against any director, officer or employee who makes a good faith report of a suspected violation of the Code or of law (even if the report is mistaken), or against anyone who assists in the investigation of a reported violation.

Director Independence

General. The Board has determined that all of its directors, and director nominees, other than the Chief Executive Officer, are “independent” as that term is defined by Nasdaq rules. The overwhelming majority of the members of our Board of Directors have historically been independent, and our Audit, Nominating and Governance, and Compensation Committees are comprised solely of independent directors in accordance with SEC and Nasdaq requirements. Mr. Holly is independent as that term is defined by Nasdaq rules; however, he is a former executive officer of the Company and has not been appointed to the Audit, Nominating and Governance, or Compensation Committees.

Executive Sessions. The directors meet regularly in executive session without any members of management present.

Director Attendance

Board and Committee Meeting Attendance. During the fiscal year ended December 31, 2024, our Board of Directors held a total of eight meetings. Each incumbent director who served as a director during 2024 attended at least 75% of the aggregate of (a) the total number of such meetings and (b) the total number of meetings held by all committees of the Board on which such director served during 2024.

Director Attendance at Annual Meetings of Shareholders. The Board believes it is important for all directors to attend the Annual Meeting of Shareholders in order to show their support for the Company and to provide an opportunity for shareholders to communicate any concerns to them. The Company’s policy is to encourage, but not require, attendance by each director at the Company’s Annual Meeting of Shareholders. Directors, Lynda B. Scearcy, Susan M. Abundis, Julie G. Castle, Michele M. Gil, and Ermina Karim attended the 2024 Annual Meeting of Shareholders virtually, via WebEx.

Shareholder Communications with Board of Directors

Shareholders may communicate with the Board of Directors or with any individual director by mailing a communication to our principal executive offices addressed to the Board of Directors or to the individual director. All of

such communications, except those clearly of a marketing nature, will be forwarded unopened directly to the appropriate director or presented to the full Board of Directors at the next regularly scheduled Board meeting.

Director Nomination Procedures, Qualifications and Related Matters

Procedure for Consideration of Director Nominees. Prior to making any recommendations to the Board of Directors concerning the nomination of directors for each year’s annual meeting, the Nominating and Governance Committee (the “Governance Committee”) shall (i) evaluate the performance, attendance records of, and any loans or other transactions between the Company or the Bank and each of the current Board members proposed for reelection, and on that basis consider the appropriateness of such members standing for reelection; (ii) review the composition and size of the Board in order to ensure that the Board is comprised of members reflecting the proper expertise, skills, attributes and personal and professional backgrounds for service as directors of the Company; (iii) consider the need to augment the Board for any specific purpose; (iv) review and consider any additional requests from outside parties to serve as directors; (v) if a new nominee is needed, determine the specific skills and experience desired in a new director; and (vi) in such case, identify potential nominees who have such skills and experience, determine whether the potential nominees are shareholders of the Company, investigate the potential nominee’s background, develop personal knowledge about the candidate, develop a consensus of the committee members with respect to which potential nominee would be best suited for the position, determine whether the candidate is interested, and vote on the recommendation.

The Governance Committee shall consider recommendations from directors, officers and employees of the Company and the Bank, as well as persons recommended by shareholders of the Company, and shall evaluate persons recommended by directors, officers, or employees in the same manner as those recommended by shareholders in selecting Board nominees.

Director Qualifications. In considering a possible candidate for election as a director, the Governance Committee shall be guided by the principle that each director should: (i) be an individual of the highest ethical character and integrity; (ii) have substantial experience which is of particular relevance to the Company; (iii) have the ability and willingness to devote sufficient time to the affairs of the Company; (iv) have a meaningful financial stake in the Company so as to assure that every director’s interests are aligned with those of the shareholders; (v) be knowledgeable about the business activities and market areas in which the Company and its subsidiaries engage; (vi) have a general appreciation regarding major issues facing public companies of a size and operational scope similar to the Company, including contemporary governance concerns, regulatory obligations of a public issuer, strategic business planning, competition in a global economy, and basic concepts of corporate accounting and finance; (vii) live or work within 25 miles of an existing or proposed office of the Bank; (viii) have an excellent personal and professional reputation in and commitment to one or more communities in which the Company does business; (ix) serve or have served as chief executive officer or in another position of active leadership with a business or professional interest located within the market areas served by the Company and its subsidiaries; (x) have an inquiring mind, a willingness to ask hard questions, and the ability to work constructively with others; (xi) have the ability and desire to exercise independent thinking when considering matters brought before the Board, and not be unduly influenced by the opinions of others; (xii) have no conflict of interest that would interfere with his or her performance as a director; and (xiii) have the capacity and desire to represent the best interests of the shareholders as a whole and not primarily a specific interest group or constituency.

While the Board and the Governance Committee believe that every director should possess as many of the foregoing attributes as possible, the Governance Committee has not recommended, and the Board has not established, any specific group of such attributes to be considered “minimum qualifications” for serving as a director.

In considering the desirability of any particular candidate as a potential director, the Governance Committee shall also consider the contributions that a candidate can be expected to make to the collective functioning of the Board based upon the totality of the candidate’s credentials, experience and expertise, the composition of the Board at the time, and other relevant circumstances, including the fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company.

Board Diversity, Qualifications, and Experience. As currently comprised, the Board of Directors is a diverse group of individuals drawn from various market sectors and industry groups with a presence in the Company’s markets. The board, including nominees, includes five female directors and three directors that are also members of an under-

represented community. The Board considers diversity as one of many factors in evaluating the composition of the Board but has no set policy in this regard.

Board members are individuals with knowledge and experience who serve and represent the communities we serve. Current Board representation provides backgrounds in accounting, banking, farming, legal, manufacturing, and retail. The expertise of these individuals covers accounting and financial reporting, corporate management, strategic planning, business acquisitions, legal matters, marketing, retail, and small business operations. What follows is a brief description of the particular experience, attributes, and qualifications of each member of the Company’s Board of Directors that led to the conclusion that these individuals should serve as directors of the Company.

Morris A. Tharp is an original proponent of the Bank and has served as Chairman of the Board of the Bank and of Sierra Bancorp since their formations in 1977 and 2000, respectively. He also serves as Chairman of the Nominating and Governance Committee (“Governance Committee”) and has served on the Audit Committee and Compensation Committee for many years. Mr. Tharp is a native of Porterville and following his schooling, joined his father in the family business of E.M. Tharp, Inc. Over the years, he has purchased the family business and is now sole owner. For many years he has been very involved in community activities. Mr. Tharp was selected to serve on the Board because of his involvement in the formation of the Bank, his lengthy experience as a bank director and accumulated knowledge of the Company’s operations, his leadership qualities and management expertise gained by owning and running his own company, and his involvement in the local community.

Susan M. Abundis joined the Boards of both Bank of the Sierra and Sierra Bancorp on December 17, 2020. Ms. Abundis serves as the Chairperson of the Board Credit Committee and also serves on the Compensation and Nominating and Governance Committees. Ms. Abundis has 40 years of banking experience and is currently on the Board of Trustees at Community Medical Center, California Health Sciences University, and Tesoro Viejo Conservancy. Most recently, she was Chief Operating Officer at Wellness Clinic at California Health Sciences University in Clovis. Her last banking role was as Managing Director–Division Credit Manager at Bank of the West–BNP, where she started as an Area Manager and Senior Vice President. Abundis also held several jobs at Bank of America culminating in her position as Market President, Area Manager and Senior Vice President. Originally from Chowchilla, she currently resides in Fresno, earned her bachelor’s degree at California State University Fresno (“CSUF”), and a Graduate Degree of Banking at the University of Washington’s Pacific Coast Banking School. Among her many professional awards, Abundis was named Woman of the Year by both Soroptimist of Ventura and Girl Scouts of America–Tres Condados of Ventura County, Common Thread Award – Ag One at CSUF, Women Worth Watching 2014, and the Marjoree Mason Center’s list of Top Ten Women of the Year. In selecting Ms. Abundis to serve as a director, the Board considered her extensive banking industry knowledge and network and her involvement in the local community.

Albert L. Berra has been a director of the Bank and of Sierra Bancorp since their formations in 1977 and 2000, respectively. He has served on numerous committees of the Bank and the Company throughout that time and is currently Chairman of the Compensation Committee and a member of both the Audit and Governance Committees. A native of Porterville, Dr. Berra attended the University of California, Berkeley after high school and went on to St. Louis University to complete his dental and orthodontic training. After service in the U.S. Army, Dr. Berra returned to Porterville to establish his orthodontic practice, which he operated continuously since his return until he retired and sold his practice in 2014. He also runs a farming operation in the area. Dr. Berra is involved in many community activities. Dr. Berra was selected as a nominee because of his involvement in the formation of the Bank, his lengthy experience as a bank director and accumulated knowledge of the Company’s operations, his experience operating his own business, his agricultural expertise, and his active involvement in the local community.

Julie G. Castle joined the Boards of both Bank of the Sierra and Sierra Bancorp on December 17, 2020. Ms. Castle currently serves as the Audit Committee Chairperson and also serves on the Compensation and Nominating and Governance Committees. Ms. Castle’s career has included over 35 years of financial services experience, including 11 years in the roles of President and/or CEO and 10 years of board service for a variety of companies. Most recently, Ms. Castle served as President, Chief Banking Officer, and Board Member for Rabobank, N.A., a $15 billion national bank. In addition to serving on the Rabobank, N.A. board, she was a board member of First Interstate Bank, Zions Trust, N.A., and the Pacific Coast Banking School, as well as a member of various non-profit boards. She has held leadership and executive roles at institutions large and small including Bank of America, First Interstate Bank, Zions Bancorporation, and Cannon Financial Institute. Ms. Castle earned a B.S. degree from UC Davis and a Graduate Degree of Banking at the University

of Washington’s Pacific Coast Banking School. Ms. Castle was selected as a nominee by the Board due to her extensive banking industry knowledge and her strong financial acumen.

Vonn R. Christenson was appointed to the Boards of the Bank and of Sierra Bancorp effective September 15, 2016. Mr. Christenson currently serves as the Chairperson of the Finance and Sustainability Committee and also serves on the Compensation and Nominating and Governance Committees. Mr. Christenson graduated from Brigham Young University with honors in 2003 and earned his J.D. at Harvard Law School in 2006. After working for a time as an attorney in Orange County, California, Mr. Christenson joined the Christenson Law Firm in Porterville, California, specializing in business and contract disputes, personal injury, and intellectual property litigation. Mr. Christenson is also the CEO and Co-Founder of Zero Nox, Inc., which provides a platform for clean energy technologies to come to market, specializing in microgrids and electric powertrain solutions for off-highway vehicles. He currently resides in Porterville and is actively involved in the community including with the Porterville Optimist Club, and the Porterville Unified School District Academy of Law, Justice & Ethics Advisory Board. In selecting Mr. Christenson as a nominee, the Board considered Mr. Christenson’s active involvement in the local community, his stellar educational background, and his ability to add a unique legal perspective to Board discussions.

Laurence S. Dutto, Ph.D., was appointed to the Boards of the Bank and of Sierra Bancorp effective September 15, 2016. Dr. Dutto currently serves on the Risk, Nominating and Governance and Finance and Sustainability Committees. Dr. Dutto, a resident of Visalia, California, is a retired college administrator with extensive hands-on agricultural experience. His decorated 30-year career at College of the Sequoias in Visalia, California includes service as Provost of the Tulare College Center, Dean of Academic Services, Dean of Technical Education, Agriculture Division Chair, and Faculty Academic Senate President. His prior experience includes 15 years working on his family’s dairy farm, and he currently is in a partnership with his sister growing almonds. In selecting Dr. Dutto as a nominee, the Board considered his management and administrative expertise and his community connections, and his ability to help strengthen the Bank’s ties to the local agricultural community.

Michele M. Gil (Andujo) was elected as a director May 25, 2022. Mrs. Gil currently serves on the Risk and Finance and Sustainability Committees. Mrs. Gil is Managing Partner and majority equity owner with more than 20 years of recruiting and management experience at the Los Angeles-based Chrisman & Company, a national executive search consultancy to financial and related industries. She leads the firm’s board of directors practice as well as searches for senior/executive management positions, including C-level positions, for prominent clients in banking and financial services. Clients include regional and community banks, investment banks, wealth management firms, FinTech’s, credit unions, as well as other sectors in the financial services industry. Mrs. Gil has experience working with bank regulatory agencies (FDIC, OCC, Federal Reserve and DFP&I). She consults with boards of directors and executive teams on issues concerning succession planning, leadership development and human capital strategies. Mrs. Gil holds a Bachelor of Science degree from the University of Southern California. She has served on the Diversity & Inclusion Advisory Committee and the Women in Banking Committee for the Western Bankers Association and has been a guest speaker to financial institutions and banking associations. She currently serves as a board member of the International Bankers Association of California. Mrs. Gil was selected to serve as a director due in part to her management and leadership expertise gained by owning and operating her company, her involvement in the banking industry as a recruiter, and her involvement in the local community.

James C. Holly is a founding Director and Vice Chairman of the Board of both the Bank and Sierra Bancorp and currently serves as a member of the Finance and Sustainability and Credit Committees. He served as President and Chief Executive Officer of the Bank and Sierra Bancorp from their formations in 1977 and 2000, respectively, until January 1, 2014, when Mr. McPhaill was appointed President and Chief Operating Officer of both entities. Mr. Holly continued to serve as Chief Executive Officer of both entities until he retired on March 31, 2015, and was appointed Vice Chairman of the Board effective April 1, 2015. He was born and raised in Racine, Wisconsin and received both a BBA and an MBA degree from the University of Wisconsin. Mr. Holly is also a graduate of the Southwestern Graduate School of Banking at Southern Methodist University and served as a Commissioned Officer in the U.S. Army (Armor). He began his banking career with United California Bank, now Wells Fargo Bank. After 10 years as a branch manager, Mr. Holly left United California Bank and joined in the effort to organize Bank of the Sierra of which he served as President and Chief Executive Officer from its inception in 1977 until January 1, 2014, and served as Chief Executive Officer until his retirement in March 2015. He is a current director of the Sequoia Parks Conservancy, a philanthropic and educational organization, and a director of River Island Country Club. Mr. Holly was selected to serve as a director because of his leadership capabilities;

his long tenure and strong track record as President and CEO of the Bank; his deep understanding of bank lending, operations, and financial management resulting from his banking background; his extensive network in the banking industry; his knowledge of the local economy; and his involvement in the local community.

Kevin J. McPhaill has been a director of the Bank and of Sierra Bancorp since January 1, 2015, and was appointed President and Chief Executive Officer of the Company and the Bank effective April 1, 2015. Mr. McPhaill is a native and current resident of Visalia, California, and his educational background includes a bachelor’s degree from Fresno Pacific University, a master’s degree in business administration from Fresno State, and the successful completion of post-graduate training at the Southwestern Graduate School of Banking at Southern Methodist University. He has been employed by Bank of the Sierra since June 2001, starting as the regional manager of the Hanford area, then progressing to Executive Vice President and Chief Banking Officer of the Company and the Bank in 2006, to President and Chief Operating Officer of the Company and the Bank in 2014, and to his current positions on April 1, 2015. Mr. McPhaill serves as a member of the Risk, Credit and Finance and Sustainability Committees. McPhaill is involved in the local community and is active in financial education outreach efforts to primary and secondary schools in the Bank’s market areas. Mr. McPhaill also sits on the Tulare County Economic Development Corporation’s Board of Directors. Mr. McPhaill was selected to serve as a director because of his leadership abilities; his extensive experience at the Bank and other financial institutions; his knowledge of the Bank’s culture; his lending, operations, and management experience; and his insight into key factors that drive the Bank’s financial success.

Ermina Karim was elected as a director May 25, 2022. Ms. Karim currently serves as a member of the Risk, Nominating and Governance and Credit Committees. Ms. Karim holds a Bachelor of Science degree in Journalism and Economics from Northwestern University. She has worked in a number of industries including journalism, finance and non-profits with roles such as reporter, editor, Vice President of equity capital markets and CEO. Ms. Karim has experience with several companies ranging in size and complexity, including International Financing Review, Credit Suisse, The Tribune, and the San Luis Obispo Chamber of Commerce. In addition to her vocational background, Ms. Karim serves on a number of boards including President’s Local Economic Development Council Cal Poly, French Hospital Medical Center and REACH (Regional Economic Action Coalition Central Coast of California) among others. Ms. Karim has lived and worked in San Luis Obispo for several years and was recognized as a Top 20 Under 40 by the San Luis Obispo Tribune, 40 Under 40 by the Pacific Coast Business Times and Top Women in Business by the Pacific Coast Business Times. In selecting Ms. Karim as a nominee, the Board considered her extensive involvement in the local community, her experience in the financial services industry, and her leadership skills.

Lynda B. Scearcy has been a director of the Bank and of Sierra Bancorp since December 2007. She has been a valuable member of the Audit Committee since that time and is currently designated as an audit committee financial expert, while also chairing the Risk Committee. Ms. Scearcy also serves on the Nominating and Governance Committee. Scearcy received her undergraduate degree from the University of Florida and her master’s degree in taxation from San Joaquin College of Law. Ms. Scearcy is a retired tax professional. She was previously the tax partner at McKinley Scearcy Associates, an accounting and consulting firm which she joined in 1983. McKinley Scearcy Associates sold to H&R Block in November 2014, and Ms. Scearcy retired from the firm in September 2017. She is deeply committed to the community, as demonstrated by her involvement with, among others, the Rotary Club of Porterville (Past President), Porterville Chamber of Commerce (Past Treasurer), Tule River Economic Development Corporation (Past Treasurer) and Tulare County Office of Education Foundation (Past Board Member). Ms. Scearcy was selected to serve as a director because of her strong educational background, her experience as a partner and leader at her accounting and consulting firm, her deep understanding of accounting and tax issues, her financial acumen, and her strong commitment to and involvement in the local community.

Consideration of Shareholder Recommendations. In considering any additional requests from outside parties to serve as directors, including parties recommended by shareholders, the Governance Committee shall follow the same principles outlined above, and shall request of any potential nominee such information, including a completed Directors’ and Officers’ Questionnaire of the same type completed by each of the Company’s existing directors and executive officers each year in connection with the preparation of the Company’s proxy materials, as the Committee deems necessary to enable it to properly evaluate such person’s qualifications and to be aware of any information concerning such person which might require disclosure to shareholders pursuant to SEC rules concerning proxy statements.

A shareholder wishing to submit recommendations for director candidates for election at an annual meeting of shareholders must do so in writing by December 16^th of the previous calendar year, and must include the following in the written recommendation: (i) a statement that the writer is a shareholder and is proposing a candidate for consideration; (ii) the name and contact information for the candidate; (iii) a statement of the candidate’s business and educational experience; (iv) information regarding the candidate’s qualifications to be a director; (v) the number of shares of the Company’s stock owned either beneficially or of record by the candidate and the length of time such shares have been so owned; (vi) the written consent of the candidate to serve as a director if nominated and elected; (vii) information regarding any relationship or understanding between the proposing shareholder and the candidate; (viii) a statement that the proposed candidate has agreed to furnish to the Company all information (including a completed Directors’ and Officers’ Questionnaire as described above) as the Company deems necessary to evaluate such candidate’s qualifications to serve as a director; and (ix) as to the shareholder giving the notice, the name and address of the shareholder and the number of shares of the Company’s stock which are owned beneficially or of record by the shareholder.

Nominations by Shareholders. The procedure and requirements for shareholders to nominate directors (as opposed to making recommendations as described above) are set forth in our Bylaws, which provide in pertinent part as follows:

“Nominations for election of members of the Board of Directors may be made by the Board of Directors or by any shareholder entitled to vote for the election of directors. Notice of intention to make any nominations by a shareholder shall be made in writing and shall be delivered or mailed to and received by the Secretary of the Corporation not less than one hundred twenty (120) calendar days in advance of the date corresponding to that on which the Corporation’s proxy statement was released to the shareholders in connection with the previous year’s annual meeting of shareholders; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year’s proxy statement, notice by the shareholder must be received by the Secretary of the Corporation not later than the close of business on the later of (i) one hundred and twenty (120) days prior to such annual meeting; or (ii) ten (10) days after the date the notice of such meeting is sent to shareholders pursuant to Section 2.2(d) of these Bylaws…. Such notification shall contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the number of shares of voting stock of the Corporation owned by each proposed nominee; (d) the name and residence address of the notifying shareholder and the beneficial owner, if any, on whose behalf the nomination is made; and (e) the number of shares of voting stock of the Corporation owned beneficially and of record by the notifying shareholder and such beneficial owner.”

For our 2026 Annual Meeting of Shareholders, written notice of intention to make any nominations must be received no later than December 9, 2025.

Board Leadership Structure. The Company is focused on corporate governance practices, and independent Board oversight is valued as an essential component of strong corporate performance to enhance shareholder value. Our commitment to independent oversight is demonstrated by the fact that all but one of our current directors are independent. In addition, all current members of the Board’s Audit, Compensation, and Nominating and Governance Committees are independent.

The Company currently has an independent Chairman separate from the Chief Executive Officer, and our corporate governance guidelines specify that these two positions should be kept separate except in unusual circumstances. Such circumstances have not occurred in the Company’s history. The Board believes it is important to maintain flexibility in its leadership structure but firmly supports having an independent director in a board leadership position. If for any reason it was necessary for the Chairman to also hold the office of Chief Executive Officer temporarily, the Board would appoint an independent lead director to serve in an independent leadership position during this time. Having an independent Chairman or lead director enables non-management directors to raise issues and concerns for Board consideration without immediately involving management. The Chairman provides independent leadership of the Board and also serves as a liaison between the Board and senior management. The Board has determined that the current structure, with an independent Chair, separate from the Chief Executive Officer, is the most appropriate structure at this time, while ensuring that, at all times, there will be an independent director in a Board leadership position.

Board Role in Risk Oversight. Risk is inherent with every business, and how well a firm manages risk can ultimately determine its success. The Company faces a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk, regulatory risk, market risk and reputational risk. Management is responsible for the day-to-day identification and measurement of these risks, while the Board, as a whole and through its committees, is responsible for oversight of management actions in addressing those risks.

The Risk Committee is responsible for overseeing the Company’s enterprise risks and establishing a risk appetite statement for the full Board to review and approve. The Risk Committee receives regular reports regarding the Company’s compliance risks, including Bank Secrecy Act/Anti-Money Laundering, Cyber Security, Information Security, Operational Risks, Business Continuity, and Vendor Risk. In addition, the Risk Committee reviews the Company’s business continuity and model validation programs, oversees the Company’s insurance program and Community Reinvestment Act compliance, and coordinates with other Committees on other key risks.

The Audit Committee is responsible for overseeing the Company’s financial reporting risk and the entire audit function, and it evaluates the effectiveness of internal and external audit efforts. It receives a status report from the Company’s Director of Internal Audit on at least a quarterly basis regarding the adequacy and effectiveness of internal control systems, including the design and operating effectiveness of the Company’s internal controls over financial reporting. The Director of Internal Audit will also present annually to the Board an internal audit plan for the coming year. It is the Committee’s responsibility to review and approve the internal audit plan and to ensure it meets the needs of the organization.

The Credit Committee is responsible for overseeing, establishing, and monitoring risk tolerances with respect to credit risk, including concentrations. The Finance and Sustainability Committee is responsible for the oversight of interest rate risk, liquidity risk, and capital risk. The Finance and Sustainability Committee also oversees Environmental, Social and Governance risk items.

The Board considers the most significant risks facing the Company and the Company’s general risk management strategy, to ensure that risks undertaken by the Company are consistent with the Board’s stated risk appetite. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Chairman of the Board and other independent directors work together to provide strong, independent oversight of the Company’s management and affairs directly and through its standing committees and, when necessary, special meetings of independent directors. The Board believes this structure and division of responsibility is an effective approach in identifying and mitigating risks. Although seemingly well suited to this purpose, the Company will continue to regularly reevaluate the Board leadership structure to ensure appropriateness in the face of various situations and circumstances.

Employee, Officer and Director Hedging. The Company does not allow directors and executive officers to enter into short sales of common stock or similar hedging or other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities or where potential gains are linked to a decline in the price of our stock. Recipients of equity awards also may not enter into any agreement that has the effect of transferring or exchanging any economic interest in an award for any other consideration. Further, directors and executive officers, as well as all officers of the Company, are prohibited from pledging Company securities as collateral for a loan or holding Company securities in a margin account.

COMMITTEES OF THE BOARD

Audit Committee

General. The Board has a standing Audit Committee, composed of directors Berra, Castle (Chairperson), Scearcy, and Tharp, each of whom is an independent director as defined by the rules of Nasdaq. Each member of the Audit Committee also meets the independence criteria prescribed by applicable law and the rules of the SEC for Audit Committee membership. Each Audit Committee member meets Nasdaq’s financial knowledge requirements and has substantial experience as an executive officer (or equivalent) or owner of his or her respective business or profession. In addition, at least one member of the Audit Committee has the requisite financial sophistication required under the rules of Nasdaq for one such member. The Board has designated Lynda Scearcy and Julie Castle as “audit committee financial experts” under SEC rules.

During the fiscal year ended December 31, 2024, the Audit Committee held a total of 13 meetings. The purpose of this committee, with respect to its audit duties, is to meet with the Company’s outside auditors in order to fulfill the legal and technical requirements necessary to adequately protect the Company’s directors, shareholders, employees and depositors. It is also the responsibility of the Audit Committee to select the Company’s independent registered public accounting firm and to make certain that this firm has the necessary freedom and independence to freely examine all Company records. Further, the Audit Committee pre-approves all audit and permissible non-audit services to be performed by the independent public accountants, with certain de minimis exceptions. Each year the committee reviews the risk assessment of the Company and assigns priorities for the coming year to have internal audit reviews conducted by in-house internal audit, or third-party outsourced vendors for branch, loan, operational, information systems and compliance. The committee approves the contractual basis of each internal audit engagement letter and arrangement under consideration.

Further, as part of its regular meeting schedule, the committee reviews annual and quarterly SEC reports and discusses those reports with Management and the independent accountants as appropriate. The committee also meets with the audit partner-in-charge of the engagement, who presents the audited consolidated financial reports to the committee upon completion of the annual engagement. The committee receives and reviews management letters and all reports of external independent firms which have been contracted to perform agreed upon procedures for the benefit of the Company and the committee.

The Audit Committee has ultimate responsibility for determining matters of interpretation with respect to the audit and accounting related portions of our Code of Ethics, and for making all final decisions concerning any disciplinary actions relating to those portions of the Code. Finally, the Audit Committee establishes procedures and monitors the Company’s whistleblower program with respect to complaints about the Company’s accounting, internal controls, auditing matters, violations of the Code of Ethics and allegations of fraud or corruption.

Audit Committee Charter. The Board of Directors has adopted an Audit Committee charter, which outlines the purpose of the Audit Committee, delineates the membership requirements, and addresses the key responsibilities of the committee. The charter may be found on our website, “www.sierrabancorp.com” under the topic “Governance Documents.”

Audit Committee Report. The Audit Committee has reviewed and discussed with management our audited consolidated financial statements as of and for the fiscal year ended December 31, 2024. The committee has discussed with our independent public accountants, who are responsible for expressing an opinion on the conformity of our audited consolidated financial statements with generally accepted accounting principles, the matters required to be discussed by the Public Company Accounting Oversight Board’s (“PCAOB”) Auditing Standard No. 1301, including their judgments as to the quality of our financial reporting. The committee has received written disclosures and a letter from our independent public accountants as required by the Public Company Accounting Oversight Board (PCAOB) Rule 3526 and discussed with the independent public accountants the firm’s independence from management and from the Company. In considering the independence of our independent public accountants, the committee took into consideration the amount and nature of the fees paid the firm for non-audit services, as described under “Proposal 2” below. The Audit Committee also reviewed management’s report on its assessment of the effectiveness of the Company’s internal control over financial

reporting and the independent registered public accounting firm’s report on the effectiveness of the Company’s internal control over financial reporting.

In reliance on the review and discussions described above, the committee recommends to the Board of Directors that the year-end audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC.

Submitted by:

Julie G. Castle, Chairperson Lynda B. Scearcy

Albert L. Berra Morris A. Tharp

Nominating and Governance Committee

General. The Board has a standing Nominating and Governance Committee (the “Governance Committee”), comprised of directors Tharp (Chairperson), Berra, Christenson, Dutto, Scearcy, Abundis, Castle, and Karim, each of whom qualifies as an independent director under the Nasdaq rules. The Governance Committee met once during 2024. The primary functions of this committee are to (i) identify qualified candidates for director, evaluate the incumbent directors whose terms expire at each upcoming annual meeting, and recommend to the Board the director nominees for each annual meeting of shareholders; (ii) determine desired Board member skills and attributes and annually review and update the criteria for evaluating candidates for directors; (iii) annually evaluate the size and composition of the Board and each committee in light of the Company’s operating requirements and existing corporate governance trends; (iv) conduct searches as needed for prospective directors with the desired skills and attributes, and conduct reviews as appropriate into the background and qualifications of director candidates; (v) consider bona fide candidates recommended by shareholders for nomination for election to the Board in accordance with the policies and procedures set forth in the Governance Committee’s charter; (vi) retain and compensate third party search firms to assist in identifying or evaluating potential nominees to the Board, if necessary; (vii) assess and report annually to the Board concerning the effectiveness and performance of the Board and Board committees as well as the effectiveness of the relationship between the Board and management, and identify areas in which the Governance Committee or management believes the Board could improve; (viii) monitor the orientation and continuing education program for directors; (ix) annually review and assess the adequacy of the Company’s Corporate Governance Guidelines in light of applicable legal and regulatory requirements; (x) annually review and assess the adequacy of the Company’s Code of Ethics; (xi) have ultimate responsibility for determining matters of interpretation with respect to the non-audit related portions of the Code of Ethics and for making all final decisions concerning any disciplinary actions relating to those portions of the Code; (xii) review and oversee matters relating to the independence of Board and committee members; and (xiii) periodically review the Company’s succession plans and make recommendations to the Board of Directors with respect to management and director succession.

The Board and the Governance Committee have adopted specific policies and procedures concerning the director nomination process, in accordance with which the Governance Committee considers various matters and criteria and, on that basis, recommends the proposed slate of nominees to the full Board. The specific procedures and criteria which the Governance Committee follows and considers in making its decisions concerning recommended nominations for directors are described above under “CORPORATE GOVERNANCE – Director Nomination Procedures, Qualifications and Related Matters.” Prior to 2020, we had not paid fees to any third party to identify or evaluate or assist in identifying or evaluating potential nominees. However, in 2020 the Company used a third-party search firm to identify potential new directors. Such third-party firm expanded the search both geographically and with a focus on additional financial services expertise and identified several candidates from whom two directors (Julie Castle and Susan Abundis) were selected. In early 2022, an executive with the search firm (Michele Gil) was interviewed by the Committee and nominated as a Class I director for election at the 2022 Annual Meeting of Shareholders. Further, Ermina Karim, a candidate identified in the 2020 search, was selected as a potential candidate in 2022 with the proposal to expand the size of the Board. The Committee interviewed the candidate and recommended to the full Board to nominate Ms. Karim as a Class II director with the proposal to expand the size of the Board at the 2022 Annual Meeting of Shareholders. The Board of Directors reduced from 12 to 11 due to Gordon Wood’s retirement from the Board in October 2024.

Governance Committee Charter. The Board of Directors has adopted a Nominating and Governance Committee charter, which outlines the purpose of the Governance Committee, delineates the membership requirements,

and addresses the key responsibilities of the committee. The charter may be found on our website, “www.sierrabancorp.com” under the topic “Governance Documents.”

Compensation Committee

General. The Board has a Compensation Committee, of which directors Berra (Chairperson), Castle, Christenson, Abundis, and Tharp are members. The Compensation Committee met three times during 2024. All of the current and former members of the Compensation Committee are independent directors under Nasdaq rules. The primary functions of this committee are to (i) consider and make recommendations to the Board of Directors concerning the Company’s incentive compensation plans and equity-based compensation plans in which directors and executive officers may participate; (ii) approve option grants or restricted stock awards to the Company’s Named Executive Officers, as defined herein, unless the Board of Directors, in its discretion, should decide to take such actions instead of the Committee with respect to any such awards; (iii) annually evaluate the performance of the Company’s Chief Executive Officer (the “CEO”) in light of the goals and objectives of the Company’s executive compensation plans and the CEO’s individual performance goals, and make recommendations to the Board of Directors concerning his compensation levels based on this evaluation; (iv) annually review and make recommendations to the Board concerning the compensation arrangements for all executive officers; (v) monitor compensation trends, solicit independent advice where appropriate, and ensure that executive compensation plans are sufficient to attract and retain high quality executives; (vi) review and make recommendations to the Board concerning any salary continuation agreements or other contractual arrangements with any officers; (vii) annually review the compensation paid to non-employee directors and make recommendations to the Board regarding such compensation, provided that no member of the Committee may act to fix his or her own compensation except for uniform compensation paid to directors for their services as a director; (viii) review executive officer compensation for compliance with applicable laws and regulations; (ix) have the authority to retain and terminate any compensation consultant to be used to assist in the evaluation of the CEO, other executive officers, and director compensation; (x) produce an annual report on executive compensation, and review and approve the Compensation Discussion and Analysis appearing in the Proxy Statement; (xi) review and make recommendations to the Board concerning salary ranges for graded personnel, as well as personnel policies and any similar documents relating to personnel matters which require Board approval; and (xii) annually review group health insurance and workers compensation insurance, and make recommendations to the Board with regard to carriers and potential changes in coverage.

Compensation Committee Charter. The Board of Directors has adopted a Compensation Committee charter, which outlines the purpose of the Compensation Committee, delineates the membership requirements, and addresses the key responsibilities of the Committee. The charter may be found on our website, “www.sierrabancorp.com” under the topic “Governance Documents.”

Compensation Committee Interlocks and Insider Participation in Compensation Decisions. The persons named above were the only persons who served on the Compensation Committee during the fiscal year ended December 31, 2024. None of these individuals has been an officer or employee of the Company or any of its subsidiaries within the past three fiscal years. None of our executive officers serves as a member of the Board of Directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board of Directors or our Compensation Committee.

Compensation Committee Report. In performing its oversight role, the Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement with management. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement to be filed on Schedule 14A with the SEC.

In addition, the Compensation Committee reviewed the compensation structure for employees of the Company and concluded that none of the elements comprising such compensation encourages behavior that would lead to excessive risks for the Company.

Submitted by the Compensation Committee of the Board of Directors.

Albert L. Berra, Chairman Vonn R. Christenson

Susan M. Abundis Julie G. Castle

Morris A. Tharp

Risk Committee

General. The Risk Committee of the Board is comprised of Directors Scearcy (Chairperson), Karim, Gil, Dutto and McPhaill. The Risk Committee met four times in 2024 and is responsible for oversight and establishment of risk appetite guidance for the Company. The Committee receives a report from the Chief Risk Officer on the levels of residual risk present in the Company and whether the levels are consistent with risk appetite. The Committee evaluates the responses from management in addressing risks and implications for operations, information security, compliance, and financial performance. The Committee also has oversight responsibility for the Company’s enterprise risk management framework, approval of risk management policies including an annual review of the Risk Appetite Statement and, assessment of management’s implementation of the risk management framework. The Committee reviews management’s assessment of the aggregate level of risk across each of the traditionally defined categories of risk: liquidity, credit, regulatory, operational, interest rate, market, strategic, and reputational. The Risk Committee also provides oversight of the Company’s Community Reinvestment Act activities and the Company’s insurance program.

Risk Committee Charter. The Board of Directors has adopted a Risk Committee charter, which outlines the purpose of the Risk Committee, delineates the membership requirements, and addresses the key responsibilities of the Committee. The charter may be found on our website, “www.sierrabancorp.com” under the topic “Governance Documents.”

Credit Committee

General. The Credit Committee of the Board, previously the Senior Loan Committee, consists of Directors Abundis (Chairperson), Holly, Karim, and McPhaill. The Credit Committee met six times in 2024. The Credit Committee is responsible for overseeing credit policy, monitoring asset quality, reviewing credit risk, reviewing and approving the Allowance for Credit Losses and related Provision for Credit Losses, and reviewing certain credit-related actions.

Credit Committee Charter. The Board of Directors has adopted a Credit Committee charter, which outlines the purpose of the Credit Committee, delineates the membership requirements, and addresses the key responsibilities of the Committee. The charter may be found on our website, “www.sierrabancorp.com” under the topic “Governance Documents.”

Finance and Sustainability Committee

General. The Finance and Sustainability Committee was added as a committee of the Company in March 2022. The Finance and Sustainability Committee members are Christenson (Chairperson), Dutto, Gil, Holly and McPhaill. The Finance and Sustainability Committee is responsible for overseeing the Company’s balance sheet position and sensitivity to interest rate risk, the Company’s investment portfolio; including setting specific parameters, the Company’s liquidity risk, and the Company’s capital management. In addition, the Finance and Sustainability Committee establishes guidelines for the Company’s initiatives and reporting surrounding Environmental, Social, and Governance risks, including oversight of certain social risks associated with human capital activities. The Finance and Sustainability Committee met four times in 2024.

Finance and Sustainability Committee Charter. The Board of Directors has adopted a Finance and Sustainability Committee charter, which outlines the purpose of the Finance and Sustainability Committee, delineates the membership requirements, and addresses the key responsibilities of the Committee. The charter may be found on our website, “www.sierrabancorp.com” under the topic “Governance Documents.”

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy and Objectives

Our primary objectives with respect to executive compensation are to attract and retain the most talented and dedicated executives possible, and to align their interests with those of our shareholders. To that end, we strive to maintain compensation plans that are competitive relative to those of similar publicly traded banking institutions, and to provide a substantial level of at-risk compensation for our executives that depends in part on the Company’s financial performance. Compensation for our Named Executive Officers consists primarily of the following elements, which are discussed in greater detail below: base salary; annual discretionary bonuses based on performance guidelines; and longer-term incentive awards including restricted stock and stock option grants, and salary continuation agreements. The Compensation Committee periodically evaluates and adjusts the types and weighting of these components to support Company objectives.

Process for Making Compensation Decisions

Roles of the Compensation Committee. The Compensation Committee reviews executive compensation and makes recommendations to the Board with regard to appropriate target compensation levels and compensation component weightings for all of the Named Executive Officers in alignment with our compensation philosophy and consistent with employment agreements. Compensation includes the primary components listed in the previous paragraph, as well as any perquisites, or special or supplemental benefits. In making its recommendations to the Board, the Compensation Committee evaluates compensation arrangements and the mix of short-term and long-term compensation for comparable positions at peer institutions (where such data is publicly available), the relative financial performance of the Company, recommendations of the CEO (in the case of the other Named Executive Officers), the past performance and future goals of the executive, and independent analysis performed by the committee. The specific factors considered are detailed below under “Targeted Compensation” and “Elements of Executive Compensation.” The Compensation Committee has the authority to engage consultants and request other information as needed to fairly measure and evaluate the overall compensation of the Named Executive Officers. The Compensation Committee last engaged a compensation consultant in 2021 when it engaged Pearl Meyer to perform an executive compensation review. Since such date, the Compensation Committee has directed Company personnel to utilize publicly available data to update the peer compensation study, using the same peer group and methodology, utilized in 2021 by Pearl Meyer.

Role of the Chief Executive Officer. The CEO annually reviews the performance of the Named Executive Officers, other than himself, and presents his conclusions and recommendations based on those reviews to the Compensation Committee. In 2024, the CEO considered the updated peer compensation study and the stated objectives of the Compensation Committee and the Board in formulating his recommendations for base salary adjustments, target bonus amounts, and equity awards. The Compensation Committee will discuss the CEO’s recommendations before using its discretion in making its recommendations to the Board, related to the compensation of the Named Executive Officers. The CEO is not a member of the Compensation Committee but is invited to attend meetings of the Committee as necessary to provide input and recommendations on compensation for the other Named Executive Officers. The CEO leaves the meeting prior to the Committee’s discussion and determination of the components of his own amount and mix of compensation.

Targeted Compensation

As noted, a peer compensation study is used to assist in establishing targeted compensation levels for all Named Executive Officers. As in the past, the peer group criteria is subject to modification for future compensation studies if the peer group does not continue to provide a sufficient representation of similarly sized banks within our geography. The intention is to use a peer group of similarly sized banks in Western states. For the most recently completed executive compensation review, the peer group was comprised of 18 publicly-traded bank holding companies or banks headquartered primarily in Western states, with total assets ranging from approximately $2.2 billion to $7.6 billion, with a median asset

size of $3.9 billion (the “Peer Group”) and a similar mix of loans.¹ The 2024 peer group was identical to the 2023 peer group, with one peer changing its name as part of an acquisition. The peer executive compensation review provides an analysis of peer base salary, short-term incentives (including discretionary bonuses), and long-term incentives (including the value of restricted stock, stock option awards, and increases in pension values) (collectively, “Total Direct Compensation”), for Peer Group officers with similar positions equivalent to the Named Executive Officers, if available, or for similarly compensated officers regardless of title for whom compensation information is publicly disclosed. Because the most recent available peer compensation data was from 2023, an annualized adjustment of 3% was made to the peer compensation data consistent with the Pearl Meyer compensation study.

Another element in assessing appropriate levels of Total Direct Compensation for the Named Executive Officers is the Company’s financial performance and size relative to peer institutions. Using a 5-year average for Return on Average Assets and Return on Average Equity, the Company’s results were at the 75th and 70th percentiles, respectively, relative to peer institutions. In addition, the Company’s total assets were at the 40th percentile of the peer group.

Total Compensation is benchmarked at the 50th percentile of peers. Target percentiles may be lower or higher for individual components of compensation, depending upon the mix of short-term and long-term compensation targeted. Based on the Company’s net income and financial performance metrics, as well as overall financial performance relative to peer institutions, compensation data in the peer study, recommendations of the CEO (in the case of the other Named Executive Officers), individual performance, and other independent analysis performed by the Compensation Committee, the committee selected a target of the 50th percentile of Total Compensation for Peer Group officers as a general target for Total Compensation. After consideration of prior position-specific experience, in addition to current responsibilities and performance, Total Compensation established by the Compensation Committee for an individual Named Executive Officer may exceed or fall short of the target compensation. With regard to the components of Total Compensation, the goal of the Compensation Committee was to maintain a substantial level of “at risk” compensation while striving to ensure that neither base salary nor potential short-term incentive compensation are substantially below the Peer Group median.

The aforementioned variables being duly analyzed and considered, the Compensation Committee came to a unanimous conclusion concerning appropriate 2025 targets for base salaries and short-term incentive compensation for the Named Executive Officers. The Compensation Committee then presented its recommendations to the Board, which unanimously approved those recommendations. This ultimately resulted in 2025 base salaries being unchanged from 2024. For comparison, the 2024 base salaries were increased by 1.2% to 5% for the Named Executive Officers. The incentive bonus potential for 2025 was left unchanged at 75% of base salary for the CEO and 50% of base salary for the other Named Executive Officers.

In November 2022, the Compensation Committee recommended to the Board the grant of restricted stock awards to the Named Executive Officers, which unanimously approved those recommendations. The amount of the restricted stock awards granted in November 2022 was $250,000 for the Chief Executive Officer and $150,000 each to the other Named Executive Officers employed on such date. Half of the restricted award grant is time-based and vests ratably over three years. The remaining half of the restricted stock award is performance-based and vests at the end of three years. With respect to the performance-based restricted stock awards, 100% vests if the Company’s 3-year average ROE is at the 50th percentile as compared to the peer average ROE over the same 3-year period. None of the performance-based awards vest if actual performance is below the 30th percentile as compared to peers and 150% of the performance-based awards will vest if actual performance is at or above the 75th percentile as compared to peers. Vesting for actual performance between the different performance targets is determined by interpolation. The total restricted stock awards granted to the CEO was

¹ The Peer Group consists of the following banks and bank holding companies: Bank of Marin Bancorp, Novato, CA; Baycom Corp, Walnut Creek, CA; Central Pacific Financial Corp, Honolulu, HI; Coastal Financial Corporation, Everett, WA; Community West Bancshares, Fresno, CA; Equity Bancshares, Inc., Wichita, KS; Farmers & Merchants Bancorp, Lodi, CA; First Western Financial, Inc., Denver, CO; FS Bancorp, Inc., Terrace, WA; Guaranty Bancshares, Inc., Addison, TX; Hamni Financial Corporation, Los Angeles, CA; Heritage Commerce Corp, San Jose, CA; Northrim Bancorp, Inc., Anchorage, AK; Preferred Bank, Los Angeles, CA; RBB Bancorp, Los Angeles, CA; South Plains Financial, Inc., Lubbock, TX; Territorial Bancorp, Inc., Honolulu, HI; and Triumph Financial, Inc., Dallas, TX.

approximately 41% of his base salary for 2022 and the total restricted stock awards granted to the other Named Executive Officers ranged from approximately 30% to 33% of each of their base salaries for 2022.

In November 2023, the Compensation Committee recommended to the Board the grant of additional restricted stock awards to the Named Executive Officers, which unanimously approved those recommendations. The amount of the restricted stock awards granted in November 2023 was $250,000 for the Chief Executive Officer and $150,000 each to the Chief Financial Officer, Chief Banking Officer, and the Chief Credit Officer. Half of the restricted awards were time-based and vest ratably over three years. The remaining half of the restricted stock award is performance-based and vests at the end of three years. With respect to the performance-based restricted stock awards, 100% vests if the Company’s 3-year average Return on Average Assets (ROAA) is at the 50th percentile as compared to the peer average ROAA over the same 3-year period. None of the performance-based awards vest if actual performance is below the 30th percentile as compared to peers and 150% of the performance-based awards will vest if actual performance is at or above the 75th percentile as compared to peers. Vesting for actual performance between the different performance targets is determined by interpolation. The total restricted stock awards granted to the CEO was approximately 39% of his base salary for 2023 and the total restricted stock awards granted to the other Named Executive Officers ranged from approximately 34% to 38% of each of their base salaries for 2023. In addition, in November 2023, the Compensation Committee granted $400,000 of time-based restricted stock to the Chief Risk Officer as part of her employment agreement upon being hired in the third quarter of 2023. The restricted stock grant to the Chief Risk Officer vests ratably over 5 years.

No restricted stock was granted to the Named Executive Officers during 2024. The independent members of the Board of Directors and the Compensation Committee adopted a new formula for calculating restricted stock grants. The first grant under the new formula was made in February 2025. This formula considers the Company’s relative performance to peers to determine the value of restricted stock to grant to the Named Executive Officers. Each Named Executive Officer’s grant will vary based on their Total Compensation relative to peers in order to begin to move Total Compensation at Target closer to peer median for the Named Executive Officers. However, performance above peer median is expected to result in higher than peer median total compensation. Conversely, over time performance below peer median is expected to result in lower than median total compensation when combined with other components of total compensation. Specifically, if current year ROAA is at peer median, restricted stock equal to 25% to 50% of base compensation will be granted to each executive. If current year ROAA is at the 75th percentile of peers, the grant will be increased by 10% to 25% of base compensation. If current year ROAA is at the 25th percentile of peers, the grant will be decreased by 15% to 25%. The actual grant will also be split between time-based and performance-based awards. For the CEO and the CBO, 50% of the grant will be performance based. For the CFO, 35% of the grant will be performance-based and the other Named Executive Officers will have 25% of the grant be performance-based. The performance criteria will be determined by the Compensation Committee for each grant but is expected to generally be a Company specific financial metric such as the average Return on Average Assets or Return on Average Equity over the three-year period.

In January 2025, the Board of Directors authorized the Compensation Committee to grant shares under the Board-approved restricted stock granting formula. In February 2025, upon the reporting of year-end results by nearly all peers, the Compensation Committee determined that the Company achieved a 2024 peer performance just above the 74th percentile of peers. The CEO was granted restricted stock awards equal to 74.4% of his base salary. The CBO and the CFO were granted restricted stock awards equal to 49.8% of their respective base salaries, whereas the CCO and the CRO were granted restricted awards equal to 39.6% of their respective base salaries. The performance criteria for the performance-based portion of the award was determined to be an average three-year ROAA of at least 1.14% to achieve Target performance. Actual performance below Target will result in a reduction in vesting of the performance-based shares and actual performance below 50% of Target will result in no performance-based shares vesting. The time-based awards will vest ratably over three years.

Factoring in base salaries, assuming an incentive bonus payout at target, and the value of stock grants at target performance, the potential Total Compensation for Named Executive Officers for 2024 was at the following percentile rankings relative to the Peer Group’s adjusted 2024 compensation data (as noted above, the adjusted Peer estimate incorporates 3% annual increase): the 59th percentile for the CEO, the 54th percentile for the CFO, the 64th percentile for the CBO, the 79th percentile for the CCO, and the 75th percentile for the CRO. Based on actual 2024 compensation, including base salary, a cash incentive payout of 105.48% of target and no receipt of equity-based compensation in 2024, the Actual Total Compensation for Named Executive Officers relative to the Peer Group’s adjusted 2024 compensation

data was at the following percentile rankings: the 43rd percentile for the CEO, the 37th percentile for the CFO, the 60th percentile for the CBO, the 71st percentile for the CCO, and the 64th percentile for the CRO.

Employment Agreements

In December 2018, the Company entered into employment agreements with the Chief Executive Officer and the Chief Banking Officer that commenced on January 1, 2019 with initial terms of three years, with evergreen renewals for one-year terms subsequent to the initial term unless either the executive or the Company provides notification of non-renewal to the other party at least six months in advance of the renewal date. Similar agreements were entered into with the Company’s new executive officers upon commencement of their employment, Mr. Treece’s employment agreement became effective in January 2020, Mr. Boyle’s employment agreement became effective in December 2020 and Ms. Coen’s employment agreement became effective in August 2023. The agreements specified minimum annual base salaries as well as annual discretionary bonuses of up to 75% of annual base salary for Mr. McPhaill and 50% of annual base salary for the other Named Executive Officers. Mr. Treece’s employment agreement authorized the grant of 20,000 stock options to vest ratably over 5-years, whereas Mr. Boyle’s and Ms. Coen’s employment agreements authorized the grant of $400,000 of restricted stock to vest ratably over 5-years. The agreements also note the basic terms and conditions of other benefits, delineate permitted outside activities, and provide indemnification for the executives for certain circumstances. Each agreement includes noncompetition, non-solicitation and nondisclosure conditions applicable to the executives.

The employment agreements automatically terminate in certain circumstances, including the following: the death or incapacity of the executive; termination of the executive’s employment for cause; or a change in control of Sierra Bancorp. For such automatic terminations, there is no further obligation on the part of the Company to make payments or provide any benefits pursuant to an agreement except in the case of a change in control of the Company. Furthermore, the agreements stipulate that the Company may terminate the employment of the named executive officer with 30 days prior written notice to the executive, and the executive may terminate his agreement and his employment with the Company at any time with 90 days prior written notice to the Company. Under the Employment Agreements, as amended on January 19, 2023, in the event of a change in control, or if the Company initiates termination of employment for a reason other than one which constitutes an automatic termination, the Company will provide the executive(s) with the payments and benefits that are outlined below under “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION – Potential Payments Upon Termination or Change in Control.” An executive’s receipt of severance benefits of any kind pursuant to his employment agreement is conditioned upon his execution of the full and complete release of any and all claims against Sierra Bancorp and Bank of the Sierra and their respective affiliates, directors, officers, employees, agents, attorneys, insurers, and successors in interest, arising from or in any way related to executive’s employment or termination of executive’s employment.

The employment agreements do not include a tax gross-up for any taxes, including excise taxes, owed in a change-of-control. In February 2024, the Compensation Committee voted to explicitly prohibit any tax gross-ups in any change-in-control arrangement or equity compensation plan.

Elements of Executive Compensation

Base Salary. Base salaries for our executives are dependent on the scope of their responsibilities, taking into account competitive market compensation paid by similar companies for comparable positions. Base salaries are reviewed and adjusted annually, as necessary, to realign them with market levels based upon individual responsibilities and work experience.

Discretionary Annual Incentive Bonus. The Board of Directors has the authority to award discretionary annual cash bonuses to the Named Executive Officers based on the recommendations of the Compensation Committee. The Board has adopted an incentive bonus plan for Named Executive Officers that is dependent on individual performance, as determined by the Compensation Committee and the Board with input from the CEO in the case of the other Named Executive Officers, and the Company’s financial performance relative to Board-approved targets. Earnings targets and individual performance goals are carefully established to provide a challenge, while at the same time being realistically achievable without engaging in activities posing excessive risk. The Board establishes potential levels for incentive bonuses at the start of each fiscal year, based on the recommendations of the Compensation Committee.

Bonuses for any given calendar year are typically accrued as an expense by the Company during the year for which they are applicable but are not paid until March of the following year, upon completion of the auditors’ required communications with the Audit Committee, and after the review and approval of bonus recommendations made by the Compensation Committee to the Board of Directors. For 2024, the executive incentive plan payouts are based upon 80% for achievement of target net income and 20% will be discretionary for individual performance. If target net income is exceeded, the payout can be increased by 50% of the percentage excess up to an achievement of 20% of overachievement. Therefore, if target net income is exceeded by 10%, executive incentive compensation may be increased by 50% of the 10% excess, or 5%. For 2024, there was a board-approved earnings target of $36.6 million in net income for a potential target bonus payout, with a minimum net income of $18.3 million. If actual net income was between those two targets, the potential payout ratio of the bonus would be equal to net income for the year divided by $36.6 million. For 2024, it was determined that all Named Executive Officers fully met their respective discretionary targets. Further, Company net income relative to 2024 earnings target was 110.96% and therefore, the incentive bonus was increased by 5.48% (50% of the excess of net income over Target) for an incentive of 105.48% of each Named Executive Officer’s target incentive bonus.

For 2025, the executive incentive plan payouts are to be calculated similarly to 2024 with 80% based upon achievement of target net income and 20% discretionary for individual performance. If target net income is exceeded, the payout can be increased by 50% of the excess achievement of up to 20%, which would result in a maximum payout of 110% of Target.

Equity Incentives and Stock Ownership. Our 2023 Equity Based Compensation Plan, as Amended (the “2023 Plan”) authorizes the Board of Directors or the Compensation Committee to grant certain employees and non-employee directors restricted stock awards and other equity-based compensation. It should be noted that the 2023 Equity Based Compensation Plan was adopted at the 2023 Annual Meeting of Shareholders on May 24, 2023, and was immediately amended to modify Section 2.5 of the Plan to prohibit the reduction of the exercise price of any Option or Stock Appreciation Right granted pursuant to the Plan following the date of the Award or accept the surrender of outstanding Options or Stock Appreciation Rights as consideration for the grant of a new Award with a lower per-share exercise price, or for cash.

Prior to the adoption of the 2023 Plan, the 2017 Stock Incentive Plan (the “2017 Plan”) authorized the Board of Directors or the Compensation Committee in their discretion to grant directors, consultants and employees of the Company restricted stock awards and/or options to purchase shares of our common stock. Prior to 2020, the Company had exclusively granted stock options to directors and employees of the Company.

Starting in August 2020, the Compensation Committee elected to shift from issuing stock options to restricted stock as its primary long-term equity incentive vehicle. The Board and the Compensation Committee feel that restricted stock better aligns the interests of our executives with those of our shareholders, the unvested shares act as a retention vehicle for our executives as the Company no longer uses a Supplemental Employee Retirement Plan for its Named Executive Officers other than for the CEO, and restricted stock provides a long-term balance to the shorter-term nature of base salary and discretionary annual bonuses.

As described above, in November 2024, the Board and Compensation Committee recommended a change to the formula to determine the value of grants of restricted stock awards to the Named Executive Officers. No new restricted stock grants were made in 2024 but instead were made in February 2025 based upon this new formula as further described above.

Additional details concerning the 2023 Plan, the 2017 Plan, and awards held at December 31, 2024, by the Named Executive Officers are set forth below under “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION – Grants of Plan-Based Awards” and “Outstanding Equity Awards at Fiscal Year End.”

In February 2024, the Compensation Committee adopted new stock holding requirements for executives and the Board. Specifically, the CEO must hold a minimum of one and one-half times base salary and executive vice presidents must hold a minimum amount equal to their respective base salary. In addition, non-employee directors are required to own a minimum of $100,000 in stock. Individuals subject to this requirement have until the later of February 15, 2027, or three years following hiring or appointment to the Board to meet the holding requirement. Unvested restricted stock is

included in calculating the ownership requirement. Shares owned are valued at time of purchase, or adoption of the new requirement, whichever is later. Unvested restricted stock will be valued at the time of grant.

In addition to the above stock holding requirement, executives and non-employee directors are required to hold vested restricted stock for a minimum of one year following vesting, excluding the net settlement of shares for taxes or shares sold under a Rule 10b5-1 Plan established to pay taxes.

Salary Continuation Agreements. The only active Named Executive Officer with a salary continuation agreement is our Chief Executive Officer. We entered into a salary continuation agreement with our CEO that provides an annual benefit of $150,000 per year for 15 years, with payments commencing after retirement from the Company. The benefit amount and term were determined by the CEO’s position and scope of responsibility, as well as the amount of the annual expense accrual required to accumulate the appropriate liability for payment obligations. Expense accruals associated with salary continuation agreements are reflected in compensation tables as a change in pension value. No benefits are payable in the event of a voluntary termination prior to a specified retirement date, or an involuntary termination for cause. However, the salary continuation benefit becomes fully vested and payable upon a change in control if followed by resignation or other termination of employment. The material terms of the salary continuation agreement are described below under “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION – Potential Payments Upon Termination or Change in Control – Salary Continuation and Split Dollar Agreements.”

Deferred Compensation Plan. Executive officers are eligible to participate in a non-qualified deferred compensation plan, the “409A Plan,” whereby they can elect to defer all or part of their cash compensation for payment after retirement or termination of employment. Deferred compensation amounts are not taxed until received by the participant. Deferred compensation balances are unsecured obligations of the Company and are credited/charged by the Company for gains/losses pegged to participant-directed investment allocations. Investment allocation options include equity funds, real estate funds, bond funds and a fixed income alternative. The Company offsets deferred compensation accruals with tax-advantaged income/losses on separate account Company-owned life insurance that is invested in options similar to those selected by deferred compensation plan participants. No above market or preferential earnings are provided by the Company with respect to these plans. Further details on the 409A Plan are described below under “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION – Deferred Compensation.”

Perquisites and Other Programs. The Company provides its executive officers with perquisites and personal benefits that it believes are reasonable and consistent with its overall compensation strategy to attract and retain qualified executives and facilitate the performance of their duties. The Company maintains a 401(k) employee savings and retirement plan, which is offered to all employees. Beginning in 2024, the Company moved to a safe-harbor 401(k) plan with a per pay period match of 100% of the first 1% and 50% of the next 5% of eligible compensation, subject to IRS maximums. Prior to 2024, a discretionary contribution to the 401(k) plan was considered by the Board at the end of each year. The Board approved employer discretionary contributions of 80% of the first 6% of employee contributions for 2023 and 2022. Other benefits available to all employees include medical, disability, dental, life, and vision insurance. Executive officers may also be provided with club memberships, an automobile allowance or use of a Company-owned automobile, and use of a cell phone or a cell-phone allowance. Reportable annual benefits of $10,000 or more are described in the Summary Compensation Table below.

Conclusion. The Compensation Committee intends to continue to link executive compensation to corporate performance and shareholder return, while avoiding forms of compensation that might encourage behavior which could have an adverse impact on the Company. The various pay vehicles offered to our executives are balanced to compensate them for current performance and provide motivation for them to contribute to our overall future success, and we believe that our executive compensation policies and programs serve the best interests of our Company and our shareholders.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Summary Executive Compensation Information

The following table sets forth certain summary compensation information with respect to our Chief Executive Officer, our Chief Financial Officer, and our three next most highly compensated executive officers (together the “Named Executive Officers”):

Summary Compensation


Name and Principal Position	Year	Salary¹		Bonus²		Stock Awards³		Changes in Pension Value⁴		All Other Compensation			Total
Kevin J. McPhaill	2024	$	665,635	$	526,584	$	—	$	48,165	$	161,918	⁵	$	1,402,302
President and	2023		633,938		458,337		249,933		44,219		130,088	⁵		1,516,515
Chief Executive Officer	2022		603,750		429,266		249,998		40,561		93,045	⁵		1,416,620
Christopher G. Treece	2024	$	441,000	$	232,583	$	—	$	—	$	63,478	⁶	$	737,062
Executive Vice President	2023		420,000		202,440		149,937		—		47,131	⁶		819,508
and Chief Financial Officer	2022		400,000		189,600		149,965		—		38,058	⁶		777,623
Michael W. Olague	2024	$	441,085	$	232,583	$	—	$	—	$	67,483	⁷	$	741,151
Executive Vice President	2023		420,076		202,440		149,937		—		51,121	⁷		823,574
and Chief Banking Officer	2022		400,076		189,600		149,965		—		45,216	⁷		784,857
Hugh F. Boyle	2024	$	441,000	$	232,583	$	—	$	—	$	53,037	⁸	$	726,621
Executive Vice President	2023		435,750		210,032		149,937		—		38,126	⁸		833,845
Chief Credit Officer	2022		415,000		196,710		149,965		—		63,191	⁸		824,866
Natalia Coen	2024	$	400,000	$	210,960	$	—	$	—	$	49,060	⁹	$	660,020
Executive Vice President	2023		112,308		55,912		399,889		—		5,527	⁹		573,636
and Chief Risk Officer

1	Includes portions of these individuals’ salaries which were deferred pursuant to the Company’s 401(k) Plan or 409A Plan. See “401(k) Plan” and “Deferred Compensation” below. Employer matching contributions under the 401(k) Plan are included in the “All Other Compensation” column of the above table.

2	Amounts are based on the Company’s incentive bonus plan discussed in the Compensation Discussion and Analysis above. Portions of these amounts may have been deferred pursuant to the Company’s 401(k) Plan or 409A Plan. See “401(k) Plan” and “Deferred Compensation.”

3	Represents the aggregate grant date fair values of restricted stock awarded during the year, as computed pursuant to FASB accounting standards on equity-based compensation.

Represents salary continuation plan accruals, i.e., additions to the accrued liability balance established with respect to the benefit obligation for each Named Executive Officer with a post-retirement salary continuation agreement. There were no above-market or preferential earnings on non-qualified deferred compensation accounts. See “Pension Benefits,” “Potential Payments Upon Termination or Change in Control,” and “Deferred Compensation” below.

Includes director fees of $60,500, $61,250, and $41,900, for 2024, 2023, and 2022 respectively; the imputed value for personal use of a Company car of $30,476, $29,521, and $12,242, for 2024, 2023, and 2022 respectively; employer contributions to Mr. McPhaill’s 401(k) plan account totaling $13,800, $15,840, and $16,245, per year for 2024, 2023, and 2022, respectively; restricted dividends of $52,591, $21,011, $12,373, per year for 2024, 2023, and 2022, respectively. In addition, annually each named executive officer receives additional elements of other compensation which are individually below $10,000 and generally consist of cell phone and internet allowance in addition to employer provided HSA contributions. For Mr. McPhaill, these smaller items of other compensation aggregated to $4,551 in 2024, $2,466 in 2023, and $10,285 in 2022, respectively.

Includes a car allowance of $12,000 annually; employer contributions to Mr. Treece’s 401k plan of $13,800, $15,840 and $16,245 in 2024, 2023 and 2022; restricted dividends of $33,149, $13,791, $8,202, per year for 2024, 2023, and 2022, respectively. In addition, annually each named executive officer receives additional elements of other compensation which are individually below $10,000 and generally consist of cell phone and internet allowance in addition to employer provided HSA contributions. For Mr. Treece, these smaller items of other compensation aggregated to $4,529 in 2024, $5,500 in 2023, and $1,611 in 2022, respectively.

Includes a car allowance of $18,000 annually; employer contributions to Mr. Olague’s 401(k) plan account totaling $12,075, $15,840 and $16,245 in 2024, 2023 and 2022, respectively; restricted dividends of $33,149, $13,791, $8,202, per year for 2024, 2023, and 2022, respectively. In addition, annually each named executive officer receives additional elements of other compensation which are individually below $10,000 and generally consist of cell phone and internet allowance in addition to employer provided HSA contributions. For Mr. Olague, these smaller items of other compensation aggregated to $4,529 in 2024, $3,490 in 2023, and $2,769 in 2022, respectively.

Includes a car allowance of $12,000 annually; and employer contributions to Mr. Boyle’s 401(k) plan of $13,800, $15,840 and $16,245 in 2024, 2023 and 2022, respectively and a moving expense allowance of $30,000 in 2022; restricted dividends of $25,751, $7,617, $3,206, per year for 2024, 2023, and 2022, respectively. In addition, annually each named executive officer receives additional elements of other compensation which are individually below $10,000 and generally consist of cell phone and internet allowance in addition to employer provided HSA contributions. For Mr. Boyle, these smaller items of other compensation aggregated to $1,486 in 2024, $2,669 in 2023, and $1,740 in 2022, respectively.

Includes a car allowance of $12,000 in 2024 and $3,500 in 2023 when Ms. Coen was hired; employer contributions to Ms. Coen’s 401(k) plan account of $13,800 in 2024, respectively; restricted dividends of $19,931 for 2024, respectively. In addition, annually each named executive officer receives additional elements of other compensation which are individually below $10,000 and generally consist of cell phone and internet allowance in addition to employer provided HSA contributions. For Ms. Coen, these smaller items of other compensation aggregated to $3,329 in 2024 and $2,027 in 2023, respectively.

Grants of Plan-Based Awards

There were no plan-based non-equity awards granted to the Named Executive Officers in 2024. While annual grants of plan-based equity awards to the Company’s executive officers is customary, the Company changed its approach for granting performance-based equity awards in 2024 to allow for consideration of Bank performance relative to peer banks, in determining the size of the grant. This resulted in a shift of the timing of executive equity awards from fourth quarter to first quarter, and as a result no grants were made to our Named Executive Officers in 2024.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth outstanding stock options and restricted stock awards held by the Named Executive Officers as of December 31, 2024:


	Number of Shares Underlying Unexercised Options Exercisable	Number of Shares Underlying Unexercised Options Unexercisable¹		Exercise Price	Expiration Date	Number of Unvested Restricted Shares		Market Value of Unvested Restricted Shares
Kevin J. McPhaill	5,000	—	$	28.21	2/16/2027	—	$	—
	5,000	—		27.35	2/15/2028	—		—
	5,000	—		27.30	2/21/2029	—		—
	5,000	—		27.11	2/20/2030	—		—
	—	—				31,770		918,788
Christopher G. Treece	20,000	—	$	27.11	2/20/2030	—		—
	—	—				19,504		564,056
Michael W. Olague	5,000	—	$	17.25	2/18/2026	—	$	—
	5,000	—		28.21	2/16/2027	—		—
	5,000	—		27.35	2/15/2028	—		—
	5,000	—		27.30	2/21/2029	—		—
	5,000	—		27.11	2/20/2030	—		—
	—	—				19,504		564,056
Hugh F. Boyle	—	—	$	—	—	21,384	$	618,425
Natalia Coen	—	—	$	—	—	16,962	$	490,541

Options in the table granted in 2020 to Mr. McPhaill and Mr. Olague became fully vested on the one-year anniversary of the grant date. Options granted in 2020 to Mr. Treece vest in increments of one-fifth on each of the first five anniversaries of the 2020 option grant date. Options expire following terms of 10 years. Unvested options become immediately vested in the event of a change in control of the Company, and options terminate in the event of termination of employment, with the time period for exercise of the vested portion depending on the reason the service ceases. In the case of termination for cause, the options expire immediately.

Option Exercises and Stock Vested

The following table provides information regarding exercised options and restricted stock vested during 2024, and the value realized thereon.

Option Exercises and Shares Vested in 2024


	Option Awards			Restricted Stock Awards
Name	Shares Acquired on Exercise in 2024	Value Realized on Exercise¹		Number of Shares Acquired upon Vesting in 2024²	Value Realized on Vesting³
Kevin J. McPhaill	12,849	$	174,870	11,596	$	339,120
Christopher G. Treece	—		—	7,401		215,808
Michael W. Olague	5,000		56,759	7,401		215,808
Hugh F. Boyle	—		—	6,119		149,332
Natalia Coen	—		—	4,241		132,871

1	Represents the excess of the aggregate fair market value over the aggregate exercise price of the shares at the time of exercise.

Mr. McPhaill vested 6,666 shares on August 20, 2024, 2,209 shares on November 16, 2024, 1,954 shares on November 18, 2024, and 767 shares on November 19, 2024. Mr. Treece and Mr. Olague each vested 4,444 shares on August 20, 2024, 1,325 shares on November 16, 2024, 1,172 shares on November 18, 2024, and 460 shares on November 19, 2024. Mr. Boyle vested 3,162 shares on March 1, 2024, 1,325 shares on November 16, 2024, 1,172 shares on November 18, 2024, and 460 shares on November 19, 2024. Ms. Coen vested 4,241 shares on November 16, 2024.

3	Represents the market price of the shares on the date of vesting, multiplied by the shares vested.

Employment Agreements

In December 2018, the Company, entered into employment agreements with our current Chief Executive Officer and Chief Banking Officer. The agreements commenced on January 1, 2019, and had initial terms of three years, with evergreen renewals for one-year terms subsequent to the initial term unless either the executive or the Company provides notification of non-renewal to the other party at least six months in advance of the renewal date. Similar agreements were entered into with Mr. Treece, Mr. Boyle and Ms. Coen, upon commencement of employment for each executive, in January 2020, December 2020 and September 2023, respectively. The agreements specify minimum annual base salaries at the time of the agreement, as well as annual discretionary bonuses of up to 75% of annual base salary for Mr. McPhaill and 50% of annual base salary for the other Named Executive Officers. The agreements also note the basic terms and conditions of other benefits, delineate permitted outside activities, and provide indemnification for the executives for certain circumstances. Each agreement includes noncompetition, non-solicitation and nondisclosure conditions applicable to the executives.

The employment agreements automatically terminate in certain circumstances, including the following: the death or incapacity of the executive; termination of the executive’s employment for cause; or a change in control of Sierra Bancorp. For such automatic terminations, there is no further obligation on the part of the Company to make payments or provide any benefits pursuant to an agreement except in the case of a change in control of the Company. Furthermore, the agreements stipulate that the Company may terminate the employment of the named executive officer with 30 days prior written notice to the executive, and the executive may terminate his agreement and his employment with the Company at any time with 90 days prior written notice to the Company. Further, the employment agreements provide for a payment if the Company initiates termination of employment for a reason other than one which constitutes an automatic termination. On January 19, 2023, each of these employment agreements was amended with respect to payments in the event of a change in control. The Company will provide the executive(s) with the payments and benefits for such termination or change in control that are outlined under “Potential Payments Upon Termination or Change in Control.” An executive’s receipt of severance benefits of any kind pursuant to his employment agreement is conditioned upon his execution of the

full and complete release of any and all claims against Sierra Bancorp and Bank of the Sierra and their respective affiliates, directors, officers, employees, agents, attorneys, insurers, and successors in interest, arising from or in any way related to executive’s employment or termination of executive’s employment.

Pension Benefits

The table below shows the present value of accumulated benefits payable to each Named Executive Officer with a Salary Continuation Agreement. Detailed information concerning the material provisions of such agreements appears below under “Potential Payments Upon Termination or Change in Control – Salary Continuation and Split Dollar Agreements.”


Name	Plan Name	Number of Years Credited Service¹	Present Value of Accumulated Benefit²		Payments During Last Fiscal Year
Kevin J. McPhaill	Salary Continuation Agreement	n/a	$	442,777	—

1	Benefits due under the salary continuation agreements are set forth in each agreement and are not determined by a formula based on years of service.

Represents the cumulative amount accrued with respect to the salary continuation agreements for each of the listed Named Executive Officers as of December 31, 2024. Monthly charges are made to accrue for these post-retirement benefit obligations in a systematic and orderly way using an appropriate discount rate, such that the accrued liability balance at the participant’s retirement date will be equal to the then present value of the benefits promised under the salary continuation agreement. During 2024, a 5.79% discount rate was utilized. Any payments made to participants pursuant to the agreements reduce the accrued liability.

401(k) Plan

The Company has a 401(k) Plan wh